What changed in this filing

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Item 9A. Controls and Procedures

2026-03-26 compared with 2025-03-28 · 61 added, 69 removed, 409 unchanged (24% of the section changed)

13 unchanged sentences

As we are a non-accelerated filer, management’s report was not subject to attestation by our independent registered public accounting firm pursuant to applicable SEC rules.

Description of material weaknesses as of December 31, 2023

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, management previously identified material weaknesses in our internal control over financial reporting, which are summarized below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weaknesses were previously reported:

• We did not have adequate policies and procedures or sufficient qualified resources with appropriate technical knowledge to maintain effective internal controls over the accounting related to significant accounts and related financial statement disclosures;

• We did not design and implement a sufficient risk assessment process to identify and assess risks impacting internal control over financial reporting;

• We had ineffective evaluation and determination as to whether the components of internal control were present and functioning;

P3 Health Partners Inc.

| 2024 Form 10-K | 121

• We did not design and implement effective information technology general controls in the areas of user access related to certain information technology systems that support our financial reporting process;

• We did not maintain sufficient segregation of duties over the performance of control activities for financial close and reporting, including over the review of account reconciliations and journal entries;

• We did not design and maintain effective management review controls at a sufficient level of precision over all financial statement areas;

• We did not design and maintain effective controls at a sufficient level of precision over the estimation of claims expense and payable including controls over the review of historical claims data, including the completeness and accuracy of data used to determine the financial statement amounts.

Remediation activities

In response to these material weaknesses, with oversight from the Audit Committee of the Board of Directors, we implemented a comprehensive remediation plan that addressed the material weaknesses identified above.

Specifically, we have:

• enhanced the design of existing controls, implemented newly designed controls, and performed walkthroughs of the newly designed processes to evaluate the appropriateness of their design and implementation with the assistance of an external advisor engaged by us;

• formalized enhanced policies, procedures, and documentation for significant areas of accounting, including each area where a material weakness was identified;

• designed and implemented a risk assessment and internal controls monitoring program including hiring personnel with extensive experience in SOX compliance;

• implemented a revised information technology general controls framework that is customized to our application landscape and information risks inherent in the financial reporting process;

• implemented user access reviews across all in-scope information technology applications, standardized and improved the change management process to mitigate execution risks, and provided training to control owners;

• designed a segregation of duties risk framework in order to establish a technology-enabled process to identify and evaluate user roles to mitigate segregation of duties conflicts.

Management’s remediation plan has resulted in an improved internal control environment with enhanced internal controls being implemented for a sufficient length of time for management to conclude, through testing the design and operating effectiveness of these controls, that the material weaknesses in internal controls over financial reporting were remediated as of December 31, 2024.

Changes in internal control over financial reporting

Other than the actions taken to remediate our material weaknesses, described above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

P3 Health Partners Inc.

| 2024 Form 10-K | 122

(b) Insider Trading Arrangements and Policies.

During the quarter ended December 31, 2025, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

P3 Health Partners Inc.

| 2025 Form 10-K | 128

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

14 unchanged sentences

Mark Thierer 66 Chairman of the Board Managing Partner of AssetBlue Investment Group, an investment firm

64 Director and Co-Founder

Former Chief Executive Officer, Director and Co-Founder of P3

Greg Wasson 67 Director Co-President and Founder of Wasson Enterprise, a family-based investment office

124 unchanged sentences

The plan administrator may amend or terminate the 2024 Plan at any time.

The remaining information required by this item will be included in our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders and such information is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence.

4 unchanged sentences

| 2025 Form 10-K | 133

Exhibit and Financial Statement Schedules.

Exhibits and Financial Statement Schedules.

(a)(1) Financial Statements.

1 unchanged sentence

Consolidated Statements of Operations

Consolidated Statements of Stockholders’ Equity and Mezzanine Equity

Consolidated Statements of Stockholders’ (Deficit) Equity and Mezzanine Equity

Consolidated Statements of Cash Flows

20 unchanged sentences

8-K 001-40033 3.1 12/9/2021

3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company.

8-K 001-40033 3.1 4/17/2025

3.3 Amended and Restated Bylaws of the Company.

6 unchanged sentences

8-K 001-40033 4.1 2/16/2021

4.4 Description of Registered Securities.

10-K 001-40033 4.4 10/21/2022

P3 Health Partners Inc.

2 unchanged sentences

Incorporated by Reference

Number Description

Form File No.

Exhibit Filing Date

4.4 Description of Registered Securities.

10-K 001-40033 4.4 10/21/2022

4.5 Warrant Agreement, dated December 13, 2022, by and between P3 Health Partners LLC and VBC Growth SPV LLC.

14 unchanged sentences

001-40033 4.12 2/18/2025

4.12 Warrant Agreement, dated May 29, 2025, by and among P3 Health Group, LLC, P3 Health Partners Inc.

and VBC Growth SPV 5, LLC.

8-K 001-40033 4.16 6/3/2025

10.1 First Amendment to Term Loan Agreement, Termination of Management Rights Letter and Consent, dated as of December 3, 2021, by among P3 Health Group Holdings, LLC, as borrower, the subsidiary guarantors party thereto, the lenders from time to time party thereto and CRG Servicing LLC, as administrative agent and collateral agent.

23 unchanged sentences

10-K 001-40033 10.1 10/21/2022

10.12† Form of Restricted Stock Unit Award Agreement under the P3 Health Partners Inc.

2021 Incentive Award Plan.

8-K 001-40033 10.1 12/9/2021

10.13† Form of Stock Option Award Agreement under the P3 Health Partners Inc.

2021 Incentive Award Plan.

8-K 001-40033 10.1 12/9/2021

P3 Health Partners Inc.

2 unchanged sentences

Incorporated by Reference

Number Description

Form File No.

Exhibit Filing Date

10.12† Form of Restricted Stock Unit Award Agreement under the P3 Health Partners Inc.

2021 Incentive Award Plan.

8-K 001-40033 10.1 12/9/2021

10.13† Form of Stock Option Award Agreement under the P3 Health Partners Inc.

2021 Incentive Award Plan.

8-K 001-40033 10.1 12/9/2021

10.14 Form of Joinder and Waiver Agreement.

9 unchanged sentences

Employment Agreement, by and among P3 Health Partners Inc., P3 Health Group Management, LLC and Dr.

Sherif Abdou.

8-K 001-40033 10.1 5/18/2022

Employment Agreement, by and among P3 Health Partners Inc., P3 Health Group Management, LLC and Dr.

Amir Bacchus.

1 unchanged sentence

Transaction Bonus Agreement, by and among P3 Health Partners Inc., P3 Health Group Management, LLC and Dr.

Sherif Abdou.

8-K 001-40033 10.3 5/18/2022

Transaction Bonus Agreement, by and among P3 Health Partners Inc., P3 Health Group Management, LLC and Dr.

Amir Bacchus.

18 unchanged sentences

001-40033 10.3 3/28/2024

10.28 Letter Agreement, dated April 6, 2023, by and among P3 Health Partners Inc., Chicago Pacific Founders GP, L.P.

and Chicago Pacific Founders GP III, L.P.

8-K 001-40033 10.3 4/7/2023

P3 Health Partners Inc.

2 unchanged sentences

Incorporated by Reference

Number Description

Form File No.

Exhibit Filing Date

10.30 Letter Agreement, dated April 6, 2023, by and among P3 Health Partners Inc., Chicago Pacific Founders GP, L.P.

and Chicago Pacific Founders GP III, L.P.

8-K 001-40033 10.3 4/7/2023

Transaction Bonus Restricted Stock Unit Agreement by and between Sherif Abdou, M.D.

and P3 Health Partners Inc., dated August 4, 2023.

001-40033 10.1 11/8/2023

Transaction Bonus Restricted Stock Unit Agreement by and between Amir Bacchus, M.D.

3 unchanged sentences

8-K 001-40033 10.1 3/28/2024

F irst Amendment to Un secured Promissory Note, dated November 30, 2024, by and between P3 Health Group, LLC and VBC Growth SPV 2, LLC.

10.31 First Amendment to Unsecured Promissory Note, dated November 30, 2024, by and between P3 Health Group, LLC and VBC Growth SPV 2, LLC.

10-K 001-400333 10.3 3/28/2025

10.32 Subordination Agreement, by and among P3 Health Group, LLC, CRG Servicing LLC and VBC Growth SPV 2, LLC.

28 unchanged sentences

8-K 001-40033 10.3 5/24/2024

Consulting Agreement, dated as of May 8, 2024, by and between P3 Health Partners Inc., P3 Health Group Management, LLC and Sherif Abdou, M.D.

10.5 5/9/2024

P3 Health Partners Inc.

| 2024 Form 10-K | 131

Number Description

Incorporated by Reference

Form File No.

Exhibit Filing Date

Offer Letter Agreement, dated as of July 23, 2024, by and between P3 Health Partners Inc.

7 unchanged sentences

10.3 11/12/2024

F ifth Amendment to Term Loan Agreement, dated as of November 3 0, 2024, by and among P3 Health Group, LLC, as borrower, the Subsid iary Guarantors party thereto, the Len ders party thereto and CRG Servicing LLC, as administrative agent and collateral agent.

P3 Health Partners Inc.

| 2025 Form 10-K | 137

Number Description

Incorporated by Reference

Number Description

Form File No.

Exhibit Filing Date

10.47 Fifth Amendment to Term Loan Agreement, dated as of November 30, 2024, by and among P3 Health Group, LLC, as borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and CRG Servicing LLC, as administrative agent and collateral agent.

10-K 001-40033 10.51 3/28/2025

10.48 Second Amended and Restated Letter Agreement, dated December 12, 2024, by and among P3 Health Partners Inc., Chicago Pacific Founders GP, L.P.

13 unchanged sentences

001-40033 10.4 2/18/2025

P3 Health Partners, I n c.

Insider Trading Compliance Policy.

21.1 List of Subsidiaries.

001-40033 21.1 3/28/2024

23.1 * Consent of Independent Registered Public Accounting Firm.

31.1 * Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 * Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Ei ghth Amendment to Term Loan Agreement, dated as of May 2 , 2025, by and among P3 Health Group, LLC, as borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and CRG Servicing LLC, as administrative agent and collateral agent.

10.56 Unsecured Promissory Note, dated May 29, 2025, by and between P3 Health Group, LLC and VBC Growth SPV 5, LLC.

8-K 001-40033 4.15 6/3/2025

10.57 Subordination Agreement, dated May 29, 2025, by and among P3 Health Group, LLC, CRG Servicing LLC and VBC Growth SPV 5, LLC.

8-K 001-40033 10.30 6/3/2025

10.58 Ninth Amendment to Term Loan Agreement, dated as of May 29, 2025, by and among P3 Health Group, LLC, as borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and CRG Servicing LLC, as administrative agent and collateral agent.

8-K 001-40033 4.18 6/3/2025

10.59 Tenth Amendment to Term Loan Agreement, dated as of August 27, 2025, by and among P3 Health Group, LLC, as borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto, and CRG Servicing LLC, as administrative agent and collateral agent.

8-K 001-40033 4.20 8/29/2025

P3 Health Partners Inc.

2 unchanged sentences

Incorporated by Reference

Number Description

Form File No.

Exhibit Filing Date

Limited Liability Company Agreement of P3 Commonwealth Innovation MSO, LLC, dated as of November 11, 2025, among P3 Health Partners Reach ACO, LLC, P3 Health Group, LLC and P3 Commonwealth Innovation MSO, LLC.

Management Services Agreement, dated November 11, 2025, among Commonwealth Primary Care ACO, LLC, P3 Health Partners Reach ACO, LLC and P3 Commonwealth Innovation MSO, LLC.

10.62 Amendment to Unsecured Promissory Note, dated as of February 11, 2026, by and among P3 Health Group, LLC and VBC Growth SPV 5, LLC.

8-K 001-40033 10.1 2/17/2026

19 P3 Health Partners, Inc.

Insider Trading Compliance Policy.

10-K 001-40033 19 3/28/2025

21.1 * List of Subsidiaries.

23.1 * Consent of Independent Registered Public Accounting Firm.

31.1 * Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 * Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 ** Certification of Principal Executive Officer Pursuant to 18 U.S.C.

15 unchanged sentences

Indicates management contract or compensatory plan

Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).

The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

P3 Health Partners Inc.

| 2025 Form 10-K | 139

Form 10-K Summary.

20 unchanged sentences

/s/ Mark Thierer Chairman of the Board of Directors March 26, 2026

/s/ Sherif W.

March 27, 2025

Bacchus, M.D.

12 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures